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(영문) 창원지방법원 2015.12.17 2015가합32578

주주총회결의부존재확인 등 청구의 소

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1. The Defendant’s dismissal of the representative director, directors, and auditors, respectively, at the special shareholders’ meeting on April 6, 2015.

Reasons

1. Basic facts

A. The defendant was established on October 1, 1992 for the purpose of manufacturing and selling carbon beverages, and the total number of issued shares is 160,000 shares, and the share certificates have not been issued after the incorporation of the company.

B. On January 14, 2015, the Plaintiff entered into a contract with F and E to acquire 5% (F20%, E35%) of the Defendant’s shares owned by F and E (hereinafter “instant contract”) and its main contents are as follows.

The transferor: F, E, and transferee: Plaintiff 1 [Purpose] The purpose of this Agreement is to take over 88,000 shares of 55% of the shares of Defendant-registered common shares 160,000 shares (10,000 shares per share) owned by the transferor, which are owned by the transferee, and to legally take over management rights of B.

Article 2 [Conditions of Transfer of Stocks] The transferor appears to be a clerical error in 80,000 shares registered common shares of the defendant that he owns in the name of '8,000 shares of '8,000 shares'. B is transferred to the transferee on January 13, 2015 as follows, and the transferee takes over them:

1. Issuing company: Defendant;

2. Types: Registered ordinary stocks; and

3. The number of stocks issued in total: 160,000 shares; and

4. Par value per share: 10,000 won;

5. The number of transferred stocks: 88,000 weeks.

6. Detailed stock content No. 1 F96,00 shares 60% 64,00 shares 2 E- 2 56,000 shares 35% shares 0% 3 G 8,000 shares - Plaintiff - 5% 5% shares 5% shares - 88,000 shares 5% shares - Article 3 [transfer price] 160% shares 160,000 shares 160 shares 160,000 shares - ① The transferor and the transferee shall calculate the transfer price as set out in the following subparagraphs, and the transferee shall pay the transferor the purchase price for the transferred shares:

1. Total assets: 6,000,000 won; and

2. Total liabilities: 5,028,937,000 won;

3. Amount excluded from liability: 971,063,000 won; and

4. Amount of trading stocks: A transferee shall pay 534,084,650 won as of the calculation basis for 55% of the amount excluded from liabilities referred to in the above paragraph (3) to the transferor.

Article 4 (Method of Payment of Transfer Price) The assignee shall be the assignee.